Of the 231 SP units that went to UP at merger, 66 units were numbered into this UP 4369-4599 group in March 1997 through November 1999 (UP 4555, ex SP 8291, was the first, completed on 24 March 1997, and UP 4385, ex SP 8489, was the last, completed on 29 November 1999).

b.

Renumbered from SP/SSW to UP out of SP/SSW sequence due to different lease and ownership arrangements.

c.

An original total of 84 units were fitted with extended noses, 80 units went to UP at merger (SP retired four units prior to the merger); of the 80 units with extended noses that went to UP at merger, 30 were renumbered to this number group; all 80 units were part of the original SP orders in 1974 and 1978-1979 (SP 8300-8341 and 8350-8391) for 84 units (42 pairs) that were equipped to operate in radio-controlled mid-train helper service; 14 units (ex SP/SSW 8300-8306 and 8350-8356) are fitted with 116-inch extended noses; 70 units (ex SP/SSW 8307-8341 and 8557-8391) are fitted with 123-inch extended noses.

d.

UP uses SD40-2T model designation.

e.

Total of 231 ex SP/SSW units assigned UP 4369-4599 in September 1997, 66 units renumbered; assigned UP 8639-8869 in December 1999; 75 units renumbered (four refurbished and renumbered to 2866 series), 95 units retired prior to being renumbered to UP numbers; 62 units were refurbished in 1997-2000, and assigned numbers in UP 2866-2949 group in August 2000, along with 22 refurbished former D&RGW units.

Rebuilt for SP by MK Rail in April 1994 through February 1995 from units in its own lease fleet (MKCX) and from units purchased second hand by MK Rail from other sources, including National Railway Equipment (NRE, NRL, and NHL), Helm Financial (HLC), and VMV Enterprises (VMV); all of the former C&NW units (including all former CR, and most of the former BN units) were purchased from either VMV or NRE; in the case of NRE, MK Rail acquired units either directly from NRE, or with NRE acting as broker between C&NW and MK Rail; although owned by C&NW, many former CR units never got C&NW numbers.

Total of 33 units, numbered UP 4733-4765; leased from CIT Group, Inc.; rebuilt from SD39s, SD40s, SD45s, and SD45Ms to SD40-2s by National Railway Equipment (NRE), Mount Vernon, Illinois, and Dixmoor, Illinois

b.

The rebuilding to SD40-2s included qualification and repairs as needed of all components, upgrading of electrical controls to Dash 2 standards, and installation of a 3000-horsepower, 16-cylinder engine.

c.

The SD39, SD40, SD45, and SD45M core units were owned by NRE previously; many were purchased by NRE in November 1997 when it purchased the assets of the bankrupt Precision National Corp. (PNC), including its rebuilding facility at Mount Vernon, Illinois; included in these assets were the former UP SD45 41 (retired by UP in January 1987 and sold to PNC in January 1988), and the Sulzer-powered SD45Ms (retired by UP in December 1983 and sold to PNC in October 1987).

Total of 10 units, numbered UP 4766-4775; leased from Locomotive Leasing Partners; rebuilt from SD40s and an SD45 to SD40-2s by VMV Enterprises, Paducah, Kentucky.

b.

The rebuilding to SD40-2s included qualification and repairs as needed of all components, upgrading of electrical controls to Dash 2 standards, and installation of a 3000-horsepower, 16-cylinder engine (except on 4766, on which SP had already performed these modifications in 1981).

Original total of SP 40 units, numbered SP 6829-6868; 38 units went to UP at merger; SP retired two units (SP 6833 and 6847) prior to the merger.

b.

Built as various SP and SSW units in the period 1972 to 1975; rebuilt by SP to SD45T-2Rs at the road's Sacramento, California, shops in 1988 and 1989.

c.

Rebuilt to SD40-2 specifications, completed between 10 November 1998 and 29 April 1999: Upon expiration of lease in late 1997, all 38 units (along with two other units already owned by SP/UP, a total of 40 units) were sold to Locomotive Leasing Partners on 18 August 1998 and leased to UP with the above assigned numbers; the other two units, picked at random from owned units to fill out the 40-unit rebuild effort, are UP 4923 (ex SSW 9384) and UP 4945 (ex SP 6826); all units were rebuilt by VMV Enterprises, Paducah, Kentucky, with 16 cylinder, 3000-horsepower engines at the same time that they were renumbered to UP, except UP 4794/SP 6854 which was renumbered to its UP number before the rebuild program began and was rebuilt four months later.

d.

UP's designation for these rebuilt units is SD40-2T.

e.

Assigned UP 4860-4897 in March 1997, in SP sequence, no units renumbered; assigned UP 4794-4831 in September 1997, not in SP sequence, one unit renumbered prior to rebuilding to SD40-2T; assigned UP 2826-2863 in May 2001 to clear the UP 4794-4831 numbers for use by new SD70Ms.

f.

Individual unit histories:

Road
Number

Previous
Number

Rebuilt
From

SP Rebuild
Date

UP 4794

SP 6854

SSW 9158

14 Sep 1988

UP 4795

SP 6857

SSW 9275

30 Sep 1988

UP 4796

SP 6853

SP 9166

31 Aug 1988

UP 4797

SP 6856

SP 9192

26 Sep 1988

UP 4798

SP 6864

SP 9244

22 Nov 1988

UP 4799

SP 6863

SSW 9266

18 Nov 1988

UP 4800

SP 6846

SP 9236

20 Jul 1988

UP 4801

SP 6865

SP 9248

30 Nov 1988

UP 4802

SP 6866

SP 9188

13 Dec 1988

UP 4803

SP 6850

SP 9175

12 Aug 1988

UP 4804

SP 6848

SSW 9274

25 Jul 1988

UP 4805

SP 6840

SP 9350

23 May 1988

UP 4806

SP 6868

SSW 9284

22 Dec 1988

UP 4807

SP 6838

SP 9326

19 May 1988

UP 4808

SP 6830

SSW 9397

20 Jan 1988

UP 4809

SP 6859

SSW 9377

20 Sep 1988

UP 4810

SP 6860

SSW 9399

24 Sep 1988

UP 4811

SP 6861

SP 9227

31 Oct 1988

UP 4812

SP 6834

SSW 9162

25 Mar 1988

UP 4813

SP 6862

SP 9253

10 Oct 1988

UP 4814

SP 6835

SSW 9261

25 Apr 1988

UP 4815

SP 6832

SP 9209

17 Feb 1988

UP 4816

SP 6831

SSW 9161

2 Feb 1988

UP 4817

SP 6867

SP 9237

21 Dec 1988

UP 4818

SP 6858

SP 9307

13 Sep 1988

(UP 4819)

SP 6855

SP 9302

23 Sep 1998

UP 4819

SP 6824

SSW 9297

15 Oct 1987

UP 4820

SP 6836

SP 9320

29 Apr 1988

UP 4821

SP 6839

SP 9352

23 May 1988

UP 4822

SP 6843

SP 9230

23 Jun 1988

UP 4823

SP 6844

SSW 9283

24 Jun 1988

UP 4824

SP 6845

SP 9225

30 Jun 1988

UP 4825

SP 6849

SP 9187

29 Jul 1988

UP 4826

SP 6829

SSW 9157

12 Jan 1988

UP 4827

SP 6842

SP 9370

14 Jun 1988

UP 4828

SP 6851

SP 9214

19 Aug 1988

UP 4829

SP 6852

SSW 9268

25 Aug 1988

UP 4830

SP 6837

SP 9357

10 May 1988

UP 4831

SP 6841

SP 9369

7 Jun 1988

Notes:

1.

UP 4794 (ex SP 6854) was the first (and only) unit in this group to be repainted direct to UP as an SD45T-2, completed on 24 March 1998; all others were rebuilt to SD40-2Ts prior to being repainted; UP 4794 was completed as an SD40-2T on 23 April 1999.

2.

UP 4801 (ex SP 6865) and 4808 (ex SP 6830) were the first two units in this group to be completed as SD40-2Ts, completed on 10 November 1998.

3.

UP 4804, as SP 6848, was first retired on 17 July 1997; reinstated for rebuilding to SD40-2T.

4.

UP 4814, as SP 6835, was first retired on 20 May 1997; reinstated on 11 September 1997 due to motive power shortage.

5.

SP 6855 was part of the original SP 6829-6868 group to come to UP by merger in 1996; although retired by UP on 31 December 1997 and sold to LLPX and moved by LLPX to VMV Enterprises in Paducah, Kentucky, like the others, SP 6855 was not rebuilt from 20-cylinder to 16-cylinder and leased back to UP, as were the other units in this UP 4794-4831 group; SP 6855 was originally assigned to UP 4819, but was found to be unusable in the rebuild program, and the UP 4819 number was used on SP 6824 after that unit was retired by UP on 29 January 1999 and sold to LLPX to replace SP 6855 in the rebuild program; after being retired by UP and sold to LLPX, SP 6855 was moved by LLPX to VMV Enterprises in Paducah, Kentucky, where it was scrapped.

SP 9257 was retired by UP on 28 April 1997; sold by UP to Cherokee Railway in April 1997; it was originally assigned UP number 4933 in the UP 4890-4999 group; but was retired prior to assignment of later UP 4832-4928 and 4987-4998 groups.

c.

UP 4894 was built as SP 9220; wrecked on 7 January 1973 at Tucson, Ariz.; rebuilt to SP 9314 in April 1974.

d.

SP 9195, 9226, 9242, 9313, 9348, and SSW 9374 were first retired in May and July 1997, and reinstated during September and October 1997 due to motive power shortages.

e.

Assigned UP 4890-4999 in March 1997, no units renumbered, one unit (SP 9257)
retired; assigned UP 4832-4928 and 4999 in September 1997, three units (UP 4890, 4912, 4923) renumbered prior to retirement of the entire group.

SP 9232 (assigned UP 4869) was sold to Boise Locomotive Co., Boise, Idaho, on 30 September 1999; rebuilt to an SD40TM-3, completed as Bessemer & Lake Erie 901 on 24 November 1999.

6.

SP 9286 (assigned UP 4883) was sold to Boise Locomotive Co., Boise, Idaho, on 30 September 1999; rebuilt to an SD40TM-3, completed as Bessemer & Lake Erie 905 on 18 December 1999.

7.

UP 4890 was renumbered to a temporary WP number, as WP 4890, on 5 June 2001 to clear the 4890 number for use by a new SD70M, delivered in late February 2002.

8.

SP 9348 (assigned UP 4909) was sold to Boise Locomotive Co., Boise, Idaho, on 30 September 1999; rebuilt to an SD40TM-3, completed as Bessemer & Lake Erie 906 on 28 December 1999.

9.

SP 9351 (assigned UP 4910) was sold to Boise Locomotive Co., Boise, Idaho, on 30 September 1999; rebuilt to an SD40TM-3, completed as Bessemer & Lake Erie 903 on 3 December 1999.

10.

UP 4912 was renumbered to a temporary WP number, as WP 4912, on 24 July 2001 to clear the 4890 number for use by a new SD70M, delivered in early April 2002.

11.

SP 9361 (assigned UP 4913) was wrecked (excessive coupling speed) on 22 January 1998 at Whiteside, Kansas; sold to EMD on 22 October 1998 (officially retired on 31 October 1998); moved to VMV Enterprises at Paducah, Kentucky, on 28 October 1998.

12.

UP 4923 (as SSW 9384) was sold to Locomotive Leasing Partners on 18 August 1998; rebuilt with a 3000-horsepower, 16 cylinder engine (retaining its original SD45T-2 carbody) and leased back to UP as UP 4923 on 29 December 1998; UP's model designation is SD40-2T.

13.

UP 4923 was renumbered to UP 2864 on 23 April 2002, along with 39 other former SD45T-2s (UP 4794-4831, 4945) that were rebuilt to SD40-2Ts numbered as UP 2826-2865.